AMENDMENT NO. 1 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

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Exhibit 10.1

AMENDMENT NO. 1 AND WAIVER TO SECOND AMENDED AND
RESTATED CREDIT AND GUARANTY AGREEMENT

AMENDMENT NO. 1 AND WAIVER, dated as of July 21, 2004 (this "Amendment") to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004 (as in effect immediately prior to the effectiveness of this Amendment, the "DIP Credit Agreement"), among UCA LLC, CENTURY CABLE HOLDINGS, LLC, CENTURY-TCI CALIFORNIA, L.P., OLYMPUS CABLE HOLDINGS, LLC, PARNASSOS, L.P., FRONTIERVISION OPERATING PARTNERS, L.P., ACC INVESTMENT HOLDINGS, INC., ARAHOVA COMMUNICATIONS, INC., and ADELPHIA CALIFORNIA CABLEVISION, LLC, as Borrowers, the Guarantors party thereto, JPMORGAN CHASE BANK, as Administrative Agent, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent, X.X. XXXXXX SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as Joint Bookrunners and Co-Lead Arrangers, CITICORP NORTH AMERICA, INC., as Collateral Agent, WACHOVIA BANK, N.A., as Co-Syndication Agent, and THE BANK OF NOVA SCOTIA, BANK OF AMERICA, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agents.

W I T N E S S E T H:

        WHEREAS, the parties hereto desire to amend and/or waive certain provisions of the DIP Credit Agreement as set forth herein.

        NOW, THEREFORE, the parties hereto agree as follows:

        Section 1.    Definitions; References.    Unless otherwise specifically defined herein, each capitalized term used herein which is defined in the DIP Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the DIP Credit Agreement (as amended hereby). Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the DIP Credit Agreement shall, after the date of effectiveness of this Amendment, refer to the DIP Credit Agreement as amended hereby.

        Section 2.    Amendments to Definition of EBITDAR.    The definition of "EBITDAR" contained in Section 1.01 of the DIP Credit Agreement is hereby amended by (x) deleting the word "and" at the end of clause (i)(H) thereof and replacing it with a comma, (y) adding the word "and" and the following new clause (i)(J) at the end of clause (i)(I) thereof:

        "(J) with respect to the Joint and Several Borrower Group only, and notwithstanding the requirements of GAAP, an amount equal to the aggregate amount of EBITDAR for the period commencing on May 1, 2003 and ending on April 30, 2004 attributable to the competitive local exchange carrier business that was transferred by the Parent and its Affiliates to Adelphia Business Solutions, Inc. (d/b/a TelCove) in connection with the settlement of certain disputes between such entities (with the EBITDAR of such competitive local exchange carrier business being computed based on the definition of such term as set forth in the DIP Credit Agreement immediately prior to giving effect to Amendment No. 1 and Waiver to the Second Amended and Restated Credit and Guaranty Agreement dated as of May 10, 2004)."

and (z) adding the parenthetical phrase "(except as otherwise provided in this definition)" at the end of such definition.

        Section 3.    Amendment to Section 1.02 of the DIP Credit Agreement.    The proviso contained in the last sentence of Section 1.02 of the DIP Credit Agreement is replaced in its entirety with the following:

        "provided, however, that for purposes of determining compliance with any covenant set forth in Sections 6.04 or 6.05 of this Agreement, such terms shall be construed in accordance with GAAP, except as otherwise set forth in such Sections and any definitions referred to therein."

        Section 4.    Waiver Relating to Certain Pre-Petition Letters of Credit.    Each DIP Lender hereby waives any Default or Event of Default arising under Sections 3.06, 6.01, 7.01(a) and 7.01(c) of the DIP

Credit Agreement, solely to the extent that any such Default or Event of Default arises from the Loan Parties having deposited cash in an account or accounts maintained with Wachovia Bank, National Association ("Wachovia"), which cash secures the obligations of certain Loan Parties under certain letters of credit initially issued prior to the Petition Date by Wachovia (such letters of credit are hereinafter referred to as the "Wachovia Pre-Petition L/Cs"), it being understood and agreed that the aggregate amount of cash collateral that is or may hereafter be on deposit with Wachovia to secure such Wachovia Pre-Petition L/Cs shall not exceed $1,000,000 in the aggregate.

        Section 5.    Waiver of Asset Sale Basket in Section 6.11(iv) of the DIP Credit Agreement.    Each DIP Lender hereby waives any Default or Event of Default arising under Sections 6.11(iv) and 7.01(c) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of the sale, transfer or other disposition of any assets or other property, including equity securities, of Starpoint, Limited Partnership, Cable Sentry Corporation, Coral Security, Inc., Westview Security, Inc. and/or Maine Security Surveillance or any other assets or other property otherwise relating to or comprising the security business presently being conducted by the Loan Parties and/or Affiliates thereof (collectively, the "Security Business"). Notwithstanding the foregoing, the waiver set forth in this Section 5 shall only be effective to the extent that, if required, the Loan Parties shall have received an order of the Bankruptcy Court approving the terms of any such sale, transfer or other disposition of the Security Business, it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue an order approving the terms of any such sale, transfer or other disposition of the Security Business, if such order is required to consummate any such transaction, the waiver set forth in this Section 5 with respect to the asset and property transfers and dispositions to be made pursuant to the terms hereof shall be null and void and of no further force or effect. In furtherance of the foregoing, and subject to the terms of the immediately preceding sentence hereof, each DIP Lender hereby acknowledges and agrees that the fair market value of any assets or other property, including equity securities, sold, transferred or otherwise disposed of as contemplated by the foregoing provisions of this Section 5, shall not count against or otherwise reduce the aggregate dollar amount of asset sales or other dispositions that the Loan Parties are permitted to consummate under Section 6.11(iv) of the DIP Credit Agreement without obtaining the prior written consent of the Required DIP Lenders.

        Section 6.    Waiver of Certain Pre-Petition Payments Under Section 7.01(l) of the DIP Credit Agreement.    Each DIP Lender hereby waives any Default or Event of Default arising under Section 7.01(l) of the DIP Credit Agreement, solely to the extent that any such Default or Event of Default arises out of any Pre-Petition Payment made by any Loan Party to (A) a certain vendor and/or affiliates of such vendor as a cure payment (whether by way of a cash payment, setoff, recoupment or otherwise) in connection with the assumption or renegotiation by the Loan Parties of certain contracts entered into by the Loan Parties with such vendor and/or affiliates of such vendor prior to the Petition Date, it being understood and agreed that the aggregate amount of Pre-Petition Payments (whether by way of a cash payment, setoff, recoupment or otherwise) to be made to such vendor and/or its affiliates shall not exceed $13,600,000 (the Pre-Petition Payments contemplated by this clause (A) are hereinafter referred to as the "Vendor Payments") or (B) the United States Copyright Office in connection with the resolution and settlement of any and all claims relating to (x) the adversary proceeding commenced in the Bankruptcy Court captioned as Buena Vista, et. al. v. Adelphia Communications Corporation, et. al., Adv. Pro. 03-6967 (REG) and (y) a related proceeding commenced in the United States District Court for the Southern District of New York against certain present and former officers and directors of the Loan Parties bearing Case Number 03 Civ. 9555 (JSR) (collectively, the "Copyright Cases"), it being understood and agreed that the aggregate amount of the Pre-Petition Payment to be made to the United States Copyright Office in connection with the resolution and settlement of the Copyright Cases shall not exceed $8,500,000 (the Pre-Petition Payment contemplated by this clause (B) is hereinafter referred to as the "Copyright Payment"). Notwithstanding the foregoing, the parties hereto hereby acknowledge and agree that the effectiveness of the waivers with respect to the Vendor Payments and the Copyright Payment to be made by the Loan Parties pursuant to clauses (A) and (B) in the

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immediately preceding sentence hereof shall be conditioned upon the receipt by the Loan Parties of an order of the Bankruptcy Court approving the Vendor Payments or the Copyright Payment, as the case may be, and any and all terms, agreements or other documents related thereto or being executed in connection therewith, it being expressly understood and agreed that to the extent the Bankruptcy Court does not issue an order approving the terms of a Vendor Payment or the Copyright Payment, as the case may be, then the waiver with respect to such Pre-Petition Payment that was not approved by the Bankruptcy Court shall be null and void and of no further force or effect.

        Section 7.    GOVERNING LAW.    THIS AMENDMENT SHALL IN ALL RESPECTS BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE AND THE BANKRUPTCY CODE.

        Section 8.    Counterparts; Effectiveness.    This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Subject to the immediately following proviso and the immediately following sentence hereof, this Amendment shall become effective as of the date hereof when the Administrative Agent shall have received duly executed counterparts hereof signed by the Loan Parties and the Required DIP Lenders; provided, that the waivers contemplated by Sections 5 and 6 hereof shall not become effective until the conditions to the effectiveness of such waivers shall have been satisfied in accordance with the terms thereof. This Amendment shall be deemed effective in the case of any party as to which an executed counterpart shall not have been received, if the Administrative Agent shall have received telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party. The Administrative Agent shall promptly notify the Loan Parties and the DIP Lenders of the effectiveness of this Amendment, and such notice shall be conclusive and binding on all parties hereto.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

JPMORGAN CHASE BANK

By:

Name:
Title:

CITICORP NORTH AMERICA, INC.

By:

Name:
Title:

WACHOVIA BANK, N.A.

By:

Name:
Title:

THE BANK OF NOVA SCOTIA

By:

Name:
Title:

BANK OF AMERICA, N.A.

By:

Name:
Title:

GENERAL ELECTRIC CAPITAL CORPORATION

By:

Name:
Title:

CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH

By:

Name:
Title:

By:

Name:
Title:

DEUTSCHE BANK AG NEW YORK BRANCH

By:

Name:
Title:

THE FOOTHILL GROUP, INC.

By:

Name:
Title:

CALYON

By:

Name:
Title:

BANK OF MONTREAL

By:

Name:
Title:

BAYERISCHE HYPO-und VEREINSBANK AG, NEW YORK BRANCH

By:

Name:
Title:

By:

Name:
Title:

THE TRAVELERS INSURANCE COMPANY

By:

Name:
Title:

SATELLITE SENIOR INCOME FUND, LLC

By: Satellite Asset Management, L.P. Its Investment Manager

By:

Name:
Title:

SUMITOMO MITSUI BANKING CORPORATION

By:

Name:
Title:

PROTECTIVE LIFE INSURANCE COMPANY

By:

Name:
Title:

NAME OF LENDER:

By:

Name:
Title:

NAME OF LENDER:
		By:
				Name: Title:
		By:
				Name: Title:
		LOAN PARTIES:
		ACC CABLE COMMUNICATIONS FL-VA, LLC
		By:		ACC Cable Holdings VA, Inc., its sole member
		ACC CABLE HOLDINGS VA, INC.
		ACC HOLDINGS II, LLC
		By:		ACC Operations, Inc., its sole member
		ACC INVESTMENT HOLDINGS, INC.
		ACC OPERATIONS, INC.
		ACC TELECOMMUNICATIONS HOLDINGS LLC
		By:		ACC Operations, Inc., its sole member
		ACC TELECOMMUNICATIONS LLC
		By:		ACC Telecommunications Holdings LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ACC TELECOMMUNICATIONS OF VIRGINIA LLC
		By:		ACC Telecommunications Holdings LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ACC-AMN HOLDINGS LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA ACQUISITION SUBSIDIARY, INC.
		ADELPHIA ARIZONA, INC.
		ADELPHIA BLAIRSVILLE, LLC
		By:		Century Communications Corp., its sole member

		ADELPHIA CABLE PARTNERS, L.P.
		By:		Olympus Cable Holdings, LLC, its Managing General Partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION ASSOCIATES, L.P.
		By:		Chelsea Communications, Inc., its general partner
		ADELPHIA CABLEVISION CORP.
		ADELPHIA CABLEVISION OF BOCA RATON, LLC
		By:		Adelphia Cablevision Corp., its sole member
		ADELPHIA CABLEVISION OF FONTANA LLC
		By:		Clear Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF INLAND EMPIRE, LLC
		By:		Clear Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF THE KENNEBUNKS, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA CABLEVISION OF NEW YORK, INC.
		ADELPHIA CABLEVISION OF NEWPORT BEACH, LLC
		By:		Ft. Xxxxx Cablevision, LLC, its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CABLEVISION OF ORANGE COUNTY, LLC
		By:		Ft. Xxxxx Cablevision, LLC, its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner

		ADELPHIA CABLEVISION OF ORANGE COUNTY II, LLC
		By:		Xxxxxxxxx Media, Inc., its sole member
		ADELPHIA CABLEVISION OF SAN BERNADINO, LLC
		By:		Clear Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF SANTA XXX, LLC
		By:		UCA, LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ADELPHIA CABLEVISION OF SEAL BEACH, LLC
		By:		Manchester Cablevision, Inc., its sole member
		ADELPHIA CABLEVISION OF SIMI VALLEY, LLC
		By:		UCA, LLC, its sole member
		By:		ACC Operations, Inc., its sole member
		ADELPHIA CABLEVISION OF WEST PALM BEACH III, LLC
		By:		Century New Mexico Cable Television Corp., its sole member
		ADELPHIA CABLEVISION OF WEST PALM BEACH IV, LLC
		By:		Sentinel Communications of Muncie, Indiana, Inc., its sole member
		ADELPHIA CABLEVISION OF WEST PALM BEACH V, LLC
		By:		Huntington CATV, Inc., its sole member
		ADELPHIA CALIFORNIA CABLEVISION, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA CENTRAL PENNSYLVANIA, LLC
		By:		National Cable Acquisition Associates, L.P., its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general Partner
		ADELPHIA CLEVELAND, LLC
		By:		Adelphia of the Midwest, Inc., its sole member
		ADELPHIA COMMUNICATIONS CORPORATION

		ADELPHIA COMMUNICATIONS OF CALIFORNIA, LLC
		By:		Adelphia Cablevision Corp., its sole member
		ADELPHIA COMMUNICATIONS OF CALIFORNIA II, LLC
		By:		Adelphia Cablevision Corp., its sole member
		ADELPHIA COMMUNICATIONS OF CALIFORNIA III, LLC
		By:		FrontierVision, its sole member
		By:		FrontierVision Holdings, L.P., its general partner
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, L.L.C., its general partner
		By:		ACC Operations, Inc., its sole member
		ADELPHIA COMMUNICATIONS INTERNATIONAL, INC.
		ADELPHIA COMPANY OF WESTERN CONNECTICUT
		ADELPHIA GENERAL HOLDINGS III, INC.
		ADELPHIA GS CABLE, LLC
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., it sole member
		By:		ACC Operations, Inc., its sole member
		ADELPHIA GP HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA HARBOR CENTER HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA HOLDINGS 2001, LLC
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., it sole member
		By:		ACC Operations, Inc., its managing partner
		ADELPHIA INTERNATIONAL II, LLC
		By:		ACC Operations, Inc., its member
		By:		Adelphia Communications International, Inc., its member
		ADELPHIA INTERNATIONAL III LLC
		By:		ACC Operations, Inc., its member
		By:		Adelphia Communications International, Inc., its member
		ADELPHIA OF THE MIDWEST, INC.
		ADELPHIA MOBILE PHONES

		ADELPHIA PINELLAS COUNTY, LLC
		By:		Ft. Xxxxx Cablevision, L.L.C., its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		ADELPHIA PRESTIGE CABLEVISION, LLC
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member
		ADELPHIA TELECOMMUNICATIONS, INC.
		ADELPHIA TELECOMMUNICATIONS OF FLORIDA, INC.
		ADELPHIA WELLSVILLE, LLC
		By:		ACC Operations, Inc., its sole member
		ADELPHIA WESTERN NEW YORK HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		ARAHOVA COMMUNICATIONS, INC.
		ARAHOVA HOLDINGS, LLC
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		BADGER HOLDING CORPORATION
		BETTER TV, INC. OF BENNINGTON
		BLACKSBURG/SALEM CABLEVISION, INC.
		XXXXXX COMMUNICATIONS, INC.
		BUENAVISION TELECOMMUNICATIONS, INC.
		CABLE SENRY CORPORATION
		CALIFORNIA AD SALES, LLC
		By:		Ft. Xxxxx Cablevision, L.L.C., its sole member
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		CCC-III, INC.
		CCC-INDIANA, INC.

		CCH INDIANA, L.P.
		By:		CCC-Indiana, its general partner
		CDA CABLE, INC.
		CENTURY ADVERTISING, INC.
		CENTURY ALABAMA CORP
		CENTURY ALABAMA HOLDING CORP.
		CENTURY AUSTRALIA COMMUNICATIONS CORP.
		CENTURY BERKSHIRE CABLE CORP.
		CENTURY CABLE HOLDINGS, LLC
		By:		Century Cable Holding Corp., its sole member
		CENTURY CABLE HOLDING CORP.
		CENTURY CABLE MANAGEMENT CORPORATION
		CENTURY CABLE OF SOUTHERN CALIFORNIA
		CENTURY CABLEVISION HOLDINGS, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		CENTURY CAROLINA CORP.
		CENTURY COLORADO SPRINGS CORP.
		CENTURY COLORADO SPRINGS PARTNERSHIP
		By:		Paragon Cable Television Inc., a general partner
		CENTURY COMMUNICATIONS CORP.
		CENTURY CULLMAN CORP.
		CENTURY ENTERPRISE CABLE CORP.
		CENTURY EXCHANGE, LLC
		By:		Century Cable Holding Corp., its sole member
		CENTURY FEDERAL, INC.
		CENTURY GRANITE CABLE TELEVISION CORP.
		CENTURY HUNTINGTON COMPANY
		CENTURY INDIANA CORP.
		CENTURY ISLAND ASSOCIATES, INC.
		CENTURY ISLAND CABLE TELEVISION CORP.
		CENTURY INVESTMENT HOLDING CORP.
		CENTURY INVESTORS, INC.
		CENTURY KANSAS CABLE TELEVISION CORP.

		CENTURY XXXXXX CABLE CORP.
		CENTURY MENDOCINO CABLE TELEVISION, INC.
		CENTURY MISSISSIPPI CORP.
		CENTURY MOUNTAIN CORP.
		CENTURY NEW MEXICO CABLE TELEVISION CORP.
		CENTURY NORWICH CORP.
		CENTURY OHIO CABLE TELEVISION CORP.
		CENTURY OREGON CABLE CORP.
		CENTURY PACIFIC CABLE TV, INC.
		CENTURY PROGRAMMING, INC.
		CENTURY REALTY CORP.
		CENTURY SHASTA CABLE TELEVISION CORP.
		CENTURY SOUTHWEST COLORADO CABLE TELEVISION CORP.
		CENTURY-TCI CALIFORNIA COMMUNICATIONS, L.P.
		By:		Century Exchange LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		CENTURY-TCI CALIFORNIA, L.P.
		By:		Century-TCI California Communications, L.P., its general partner
		By		Century Exchange LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		CENTURY-TCI HOLDINGS, LLC
		By:		Century-TCI California Communications, L.P., its general partner
		By		Century Exchange LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		CENTURY TRINIDAD CABLE TELEVISION CORP.
		CENTURY VIRGINIA CORP.
		CENTURY VOICE AND DATA COMMUNICATIONS, INC.
		CENTURY XXXXXXX CABLE CORP.
		CENTURY WASHINGTON CABLE TELEVISION, INC.
		CENTURY WYOMING CABLE TELEVISION CORP.
		CHELSEA COMMUNICATIONS, INC.

		CHELSEA COMMUNICATIONS, LLC
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		CHESTNUT STREET SERVICES, LLC
		By:		ACC Operations, Inc., its sole member
		CLEAR CABLEVISION, INC.
		CMA CABLEVISION ASSOCIATES VII, L.P.
		By:		Tele-Media Company of Tri-States, L.P., its general partner
		By:		Tri-States, L.L.C., its general partner
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its managing general partner
		CMA CABLEVISION ASSOCIATES XI, LIMITED PARTNERSHIP
		By:		Tele-Media Company of Tri-States, L.P., its general partner
		By:		Tri-States, L.L.C., its general partner
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its managing general partner
		CORAL SECURITY, INC.
		COWLITZ CABLEVISION, INC.
		CP-MDU I LLC
		By:		Adelphia California Cablevision, L.L.C., its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		CP-MDU II LLC
		By:		Adelphia California Cablevision, L.L.C., its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		E.& E. CABLE SERVICE, INC.
		EASTERN VIRGINIA CABLEVISION HOLDINGS, LLC
		By:		Eastern Virginia Cablevision, L.P., its sole member
		By:		TMC Holdings Corporation, its general partner

		EASTERN VIRGINIA CABLEVISION, L.P.
		By:		TMC Holdings Corporation, its general partner
		EMPIRE SPORTS NETWORK, L.P.
		By:		Parnassos Communications, L.P., its general partner
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FAE CABLE MANAGEMENT CORP.
		FOP INDIANA, L.P.
		By:		FrontierVision Cable New England, Inc., its general partner
		FRONTIERVISION ACCESS PARTNERS, LLC
		By:		FrontierVision Operating Partners, L.P., its sole member
		By:		FrontierVision Holdings, L.P., its general partner
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION CABLE NEW ENGLAND, INC.
		FRONTIERVISION CAPITAL CORPORATION
		FRONTIERVISION HOLDINGS CAPITAL CORPORATION
		FRONTIERVISION HOLDINGS CAPITAL II CORPORATION
		FRONTIERVISION HOLDINGS L.L.C.
		By:		FrontierVision Partners, L.P., its sole member
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION HOLDINGS L.P.
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION OPERATING PARTNERS L.L.C.
		By:		FrontierVision Holdings, L.P., its sole member
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FRONTIERVISION OPERATING PARTNERS L.P.
		By:		FrontierVision Holdings, L.P., its general partner
		By:		FrontierVision Partners, L.P., its general partner
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member

		FRONTIERVISION PARTNERS L.P.
		By:		Adelphia GP Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		FT. XXXXX ACQUISITION LIMITED PARTNERSHIP
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		FT. XXXXX CABLEVISION, LLC
		By:		Ft. Xxxxx Acquisition Limited Partnership, its sole member
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		GENESIS CABLE COMMUNICATIONS SUBSIDIARY, L.L.C.
		By:		ACC Cable Communications FL-VA, LLC, its sole member
		By:		ACC Cable Holdings VA, Inc., its sole member
		GLOBAL ACQUISITION PARTNERS, L.P.
		By:		Global Cablevision II, LLC, its general partner
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		GLOBAL CABLEVISION II, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing partner
		THE GOLF CLUB AT WENDING CREEK FARMS, LLC
		By:		ACC Operations, Inc., its sole member
		GRAFTON CABLE COMPANY
		GS CABLE LLC
		By:		Adelphia GS Cable, LLC, its sole member
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner

		GS TELECOMMUNICATIONS LLC
		By:		GS Cable, LLC, its sole member
		By:		Adelphia GS Cable, LLC, its sole member
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		XXXXXX CABLEVISION OF NEW HAMPSHIRE, INC.
		HUNTINGTON CATV, INC.
		IMPERIAL VALLEY CABLEVISION, INC.
		KALAMAZOO COUNTY CABLEVISION, INC.
		KEY BISCAYNE CABLEVISION
		By:		Adelphia Cable Partners, LP, a general partner
		By:		Olympus Cable Holdings, LLC, its managing general partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		KOOTENAI CABLE, INC.
		LAKE CHAMPLAIN CABLE TELEVISION CORPORATION
		LEADERSHIP ACQUISITION LIMITED PARTNERSHIP
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		LOUISA CABLEVISION, INC.
		MANCHESTER CABLEVISION, INC
		MARTHA'S VINEYARD CABLEVISION, L.P.
		By:		Century Cable Holdings, LLC, its general partner
		By:		Century Cable Holding Corp., its sole member
		MERCURY COMMUNICATIONS, INC.
		XXXXXXXXX MEDIA, INC.
		XXXXXXXXX MEDIA OF FLORIDA, INC.
		MONUMENT COLORADO CABLEVISION, INC.
		MOUNTAIN CABLE COMMUNICATIONS CORPORATION

		MOUNTAIN CABLE COMPANY, L.P.
		By:		Pericles Communications Corporation, its managing general partner
		XXXXXXXXXX CABLEVISION, INC.
		MT. LEBANON CABLEVISION, INC.
		MULTI-CHANNEL T.V. CABLE COMPANY
		NATIONAL CABLE ACQUISITION ASSOCIATES, L.P.
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS CABLE HOLDINGS, LLC
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS CAPITAL CORPORATION
		OLYMPUS COMMUNICATIONS HOLDINGS, L.L.C.
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS COMMUNICATIONS, L.P.
		By:		ACC Operations, Inc., its managing general partner
		OLYMPUS SUBSIDIARY, LLC
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		OWENSBORO-BRUNSWICK, INC.
		OWENSBORO INDIANA, L.P.
		By:		Century Granite Cable Television Corp., its general partner
		OWENSBORO ON THE AIR, INC.
		PAGE TIME, INC.
		PARAGON CABLE TELEVISION INC.
		PARAGON CABLEVISION CONSTRUCTION CORPORATION
		PARAGON CABLEVISION MANAGEMENT CORPORATION

		PARNASSOS COMMUNICATIONS, L.P.
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		PARNASSOS HOLDINGS, LLC
		By:		Parnassos Communications, L.P., its sole member
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		PARNASSOS, L.P.
		By:		Parnassos Communications, L.P., its general partner
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		PERICLES COMMUNICATIONS CORPORATION
		PULLMAN TV CABLE CO., INC.
		RENTAVISION OF BRUNSWICK, INC.
		RICHMOND CABLE TELEVISION CORPORATION
		RIGPAL COMMUNICATIONS, INC.
		XXXXXXXX/PLUM CABLEVISION
		By:		Olympus Subsidiary, LLC, its general partner
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		SABRES, INC.
		SCRANTON CABLEVISION, INC.
		SENTINEL COMMUNICATIONS OF MUNCIE, INDIANA, INC.
		SOUTHEAST FLORIDA CABLE, INC.
		SOUTHWEST COLORADO CABLE, INC.
		SOUTHWEST VIRGINIA CABLE, INC.
		S/T CABLE CORPORATION
		STAR CABLE INC.

		STARPOINT, LIMITED PARTNERSHIP
		By:		West Boca Acquisition Limited Partnership, its general partner
		By:		Adelphia Cable Partners, L.P., its general partner
		By:		Olympus Cable Holdings, LLC, its managing general partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		SVHH CABLE ACQUISITION, L.P.
		By:		SVhh Holdings, LLC, its general partner
		By:		ACC Operations, Inc., its sole member
		SVHH HOLDINGS, LLC
		By:		ACC Operations, Inc., its sole member
		TELE-MEDIA COMPANY OF HOPEWELL-PRINCE XXXXXX
		By:		Eastern Virginia Cablevision Holdings, LLC, its managing general partner
		By:		Eastern Virginia Cablevision, L.P., its sole member
		By:		TMC Holdings Corporation, its general partner
		TELE-MEDIA COMPANY OF TRI-STATES L.P.
		By:		Tri-States, L.L.C., its general partner
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member
		TELE-MEDIA INVESTMENT PARTNERSHIP, L.P.
		By:		National Cable Acquisition Associates, L.P., a general partner
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner
		TELESAT ACQUISITION, LLC
		By:		Arahova Holdings, LLC, its sole member
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		TELESTAT ACQUISITION LIMITED PARTNERSHIP
		By:		Olympus Communications, L.P., its general partner
		By:		ACC Operations, Inc., its managing general partner

		THE MAIN INTERNETWORKS, INC.
		THE XXXXXXXX T.V. CABLE CO., INCORPORATED
		THREE RIVERS CABLE ASSOCIATES, L.P.
		By:		Chelsea Communications, LLC, a general partner
		By:		Olympus Cable Holdings, LLC, its sole member
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		And By: Mt. Lebanon Cablevision, Inc., a general partner
		TIMOTHEOS COMMUNICATIONS, L.P.
		By:		Olympus Communications Holdings, L.L.C., its general partner
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		TMC HOLDINGS CORPORATION
		TMC HOLDINGS, LLC
		TRI-STATES, L.L.C.
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member
		UCA LLC
		By:		ACC Operations, Inc., its sole member
		U.S. TELE-MEDIA INVESTMENT COMPANY
		UPPER ST. CLAIR CABLEVISION, INC.
		VALLEY VIDEO, INC.
		VAN BUREN COUNTY CABLEVISION, INC.
		XXXXXXX CABLEVISION, INC.
		XXXXXXX INDIANA, L.P.
		By:		CCC-III, Inc., its general partner
		WELLSVILLE CABLEVISION, L.L.C.
		By:		Century Cable Holdings, LLC, its sole member
		By:		Century Cable Holding Corp., its sole member

		WEST BOCA ACQUISITION LIMITED PARTNERSHIP
		By:		Adelphia Cable Partners, L.P., its general partner
		By:		Olympus Cable Holdings, LLC, its managing general partner
		By:		Olympus Subsidiary, LLC, its sole member
		By:		Olympus Communications, L.P., its sole member
		By:		ACC Operations, Inc., its managing general partner
		WESTERN NY CABLEVISION, L.P.
		By:		Adelphia Western New York Holdings, LLC, its general partner
		By:		ACC Operations, Inc, its sole member
		WESTVIEW SECURITY, INC.
		WILDERNESS CABLE COMPANY
		YOUNG'S CABLE TV CORP.
		YUMA CABLEVISION, INC.

		By:
				Name:		Xxxxxxx X. Xxxxxxx
				Title:		Executive Vice President and Chief Financial Officer

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AMENDMENT NO. 1 AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT